Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1, 2022

Owens & Minor, Inc.

(Exact name of registrant as specified in its charter)

Virginia

001-09810

54-1701843

(State or other jurisdiction of

incorporation or organization)

(Commission
File Number)

(I.R.S. Employer

Identification No.)

9120 Lockwood Boulevard,

Mechanicsville

Virginia

23116

(Address of principal executive offices)

(Zip Code)

Post Office Box 27626,

Richmond, Virginia

23261-7626

(Mailing address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (804) 723-7000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $2 par value per share

OMI

New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective June 1, 2022, the Board of Directors (the “Board”) of Owens & Minor, Inc. (the “Company”) elected two directors, Rita F. Johnson-Mills and Teresa L. Kline (the “Elected Directors”), to serve on the Board of the Company. The Board also appointed Ms. Johnson-Mills to serve on the Our People & Culture and the Governance & Nominating Committees of the Board, and appointed Ms. Kline to serve on the Audit and Governance & Nominating Committees of the Board.

The Board has determined that each of the Elected Directors qualify as financially literate and as independent directors under New York Stock Exchange listing standards and the Company’s Corporate Governance Guidelines. There are no family relationships between any of the Elected Directors and any director or executive officer of the Company or any related party transactions involving any of the Elected Directors and the Company. There is no arrangement or understanding between the Elected Directors and any other person pursuant to which any of the Elected Directors were selected as a director.

The Elected Directors will participate in our non-employee director compensation program, which currently consists of an annual cash retainer and an annual grant of restricted stock pro-rated for time of service on the Company’s Board prior to the Company’s 2023 Annual Meeting of Shareholders.

A copy of the Company’s press release announcing the events described above is attached hereto as Exhibit 99.1 and is incorporated herein by reference into this Item 5.02.


Item 5.03			Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective June 1, 2022, and prior to the election of the Elected Directors as described in Item 5.02 of this Current Report on Form 8-K, the Board approved an amendment to Section 2.2 of Article II of the Company’s Amended and Restated Bylaws (the “Bylaws”) to increase the size of the Board from seven directors to nine directors. This summary of the Bylaws is qualified in its entirety by the specific language of the Bylaws which are filed as an Exhibit to this Report.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits.


3.1						Amended and Restated Bylaws of the Company effective June 1, 2022
99.1						Press release issued by the Company on J une 1 , 2022 announcing the election of Rita F. Johnson-Mills and Teresa L. Kline
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.